Terms and Conditions
1. Introduction and Parties
1.1. Seller is UP Catalyst OÜ, a company registered in the Republic of Estonia, under registry code 14798378 (Seller, we, us or our). Our contact information is as follows:
UP Catalyst OÜ
Akadeemia tee 23, Tallinn 12618, Estonia
phone: +372 5329 2353
Website www.upcatalyst.com (Website)
1.2. Buyer (you) is the customer who places an order to buy a product (Order) or enters into an agreement for the sale of a product (Agreement) with the Seller. The Buyer may be a natural person who concludes a transaction not related to economic or professional activities (Consumer) or a person who concludes a transaction which is related to economic or professional activities (Trader).
1.3. These general terms and conditions of sale (T&C) apply to any Order placed by a Buyer, any Price Offer made by us and to any Agreement entered into during the validity of the T&C. The T&C apply equally to Consumers as well as Traders, except where it is clearly indicated that a term is applicable to Consumers or to Traders only.
1.4. The provisions of the Agreement and this T&C are severable. If any provision is held to be illegal, invalid, void or enforceable, in whole or in part, the validity of the remaining provisions of the Agreement and/or the T&C shall not be affected thereby, and the parties shall replace or amend any invalid provision or part thereof with a legally acceptable alternative that meets or most closely meets the original intention of the parties.
1.5. Buyer confirms to have read, understood and agreed to the terms and conditions set force herein.
2.1. All prices are listed in Euros. Prices are subject to change without notice. In cases where the selling prices have changed significantly, we will contact you for approval prior to shipping your mailed, faxed, or electronically transferred order.
2.2. Prices shown are for small quantity on our Website. Please contact us for bulk orders prior to placing your order. We guarantee our written quotations for 30 days. When placing your order, please reference our quoted prices. If you place your order by phone, we will confirm our current price at that time.
3. Taxes and other charges
3.1. The price of the product is shown on the Website, exclusive of value added tax (unless clearly otherwise indicated on the Website).
3.2. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced.
3.3. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
4.1. On our Website, you can select the products. When completing the order, you are also asked to confirm the place and way of delivery of the product as well as your contact phone number and e-mail.
4.2. You have placed an order for a product (or several products) when you have made the payment in the amount indicated on our Website (“Payment”).
4.3. In case of a delay in payment, we are entitled to claim from you fine for delay (i) in the amount of 0.05% of the unpaid amount per each day in delay from Consumer; and (ii) in the amount of 0.2% of the unpaid amount per each day in delay from Trader. 4.3. applies when the goods are not purchased from the website.
5. Changes and Cancellation
5.1 Orders arising hereunder may be changed or amended only by written agreement signed by both Buyer and Seller, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery.
5.2 Buyer may not cancel this order unless such cancellation is expressly agreed to in writing by Seller. In such event, Seller will advise Buyer of the total charge for such cancellation, and Buyer agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Seller by its suppliers, and any other cost resulting from cancellation of this order by Buyer which is permitted by Seller. Certification of such costs by Seller’s independent public accountants shall be conclusive on the parties hereto.
6.1. Whenever possible, we will ship products by the method specified in your order.
6.2. We work closely with FedEx and find we can serve you best when using these carriers. We will be happy to utilize other carriers based on your requirements; however, we must reserve the right to alter these instructions, in which case, we will select the most appropriate and cost-effective method.
6.3. Certain poisonous, reactive, corrosive or other chemicals may require a barrier bag, steel can, and/or another special packaging for shipment. There will be additional charges for these packages. Our Customer Service Representatives will advise you of the charges at the time the order is placed. We strive to minimize these costs through efficient packaging.
6.4. The risk of accidental loss of or damage to the product passes from us to you upon delivery.
7. Complaints and Warranty
7.1. Seller warrants that the products are sold with a good title and comply with Seller’s current Technical Datasheet (“TDS”) and Safety Datasheet (“SDS”). Information on the products is given in good faith and correspondent to the state of the art at the time this information is given.
7.2. Immediately upon Buyer’s receipt of any products shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the products for Seller’s written instructions concerning disposition.
7.3. If Buyer shall fail to so notify Seller within 14 days after the products have been received by Buyer, such products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer.
7.4. Where non-conformities or defective products are concerned, Seller may freely choose between replacing the products or it may offer a price reduction, to the exclusion of damages. Seller is authorized to replace products several successive times. Buyer can only demand a price reduction or that the contract be cancelled after several defects’ replacements.
7.5. Notwithstanding Clause 7.7, complaints concerning damaged containers shall be notified to the transporter.
7.6. All samples supplied by Seller are supplied for information only. Seller does not give any further warranty about the compliance of the products with any sample other than in respect of the specifications provided on Seller’s current product datasheet.
7.7. Seller does not warrant that the products are fit for any particular purpose or use by Buyer and it is for Buyer to check for itself if the products are so fit, including, for the use of the products made by Buyer, the non-infringement of third parties intellectual property right whether products are used alone or in combination with other products.
7.8. The warranty does not preclude or restrict your right to use other legal remedies arising from the law or the Agreement.
7.9. The Warranty is applicable only towards the Buyer and we shall not have any obligations under the Warranty towards any third persons (e.g. we are not liable under a Warranty if the Buyer resells or transfers the product in any other way to a third person).
7.10. We shall not be liable during the period of a force majeure event. Cases of force majeure are in particular, but not limited to, fire, war or warlike acts, riots, mobilization, floods, earthquakes and other natural disasters, epidemics, quarantine measures, strikes, lockouts, transport restrictions, delay in the supply of parts, goods or services by third parties, business disturbances not influenced by the Seller.
7.11. Warranty no longer applies:
7.11.1. if Seller has determined, in its sole discretion, that Buyer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Seller.
8. Liability and Damages
8.1. Seller shall only be liable, whether contractually or in tort, for damages caused to Buyer or any third parties through fraud committed by Seller. Seller will not be liable for damages caused by ordinary faults or gross negligence.
8.2. In no circumstances whatever shall Seller be liable, whether contractually or in tort, for damages caused to Buyer or any third parties due to an ordinary fault, gross negligence or fraud committed by Seller’s contracting partners or executive agents, including transporter.
8.3. Except for situations provided for by the present terms and conditions and except for mandatory legal provisions to the contrary, Seller will never be held, for whatever reasons, to pay damages to Buyer or any third party.
8.4. In situations where Seller would be held to pay damages, it cannot be obliged to pay any unforeseen (in existence and extent), indirect or consequential losses, including without making this list exhaustive the loss of goodwill, business or expected savings.
8.5. In any events, Seller’s total aggregate liability in connection with the products is limited to 50% of the net invoiced value of the delivery from which damage arises, VAT and any other fee excluded.
8.6. Buyer shall indemnify Seller against any costs, claims, losses, expenses and damages incurred by Seller or for which it may be liable due to or arising directly or indirectly out of acts or omissions of Buyer, its employees, agents or its subcontractors regarding compliance with applicable laws.
9. Return Shipments
9.1. Some products are not returnable. These items include refrigerated or frozen products; leaking or damaged chemicals; opened materials and products; reagents and standards which have passed their expiration dates; custom products or special orders; products missing labels, parts, or instruction manuals.
9.2. Returned shipments cannot be accepted by Seller unless prior arrangements have been made. If it is necessary to return any materials, contact our representative to request a return authorization number. Requests for return authorization numbers must be made within 28 days of your receiving the materials.
9.3. Only items authorized by Seller for return will be accepted. The final disposition of returned goods will be made only after receipt and inspection of goods.
9.4. Collect shipments will not be accepted unless previously authorized. Materials and products must be received on or before the return authorization expiration date. Material returned requiring disposal may incur additional charges. Any returned items may be subject to a 20% processing fee.
9.5. In order to obtain return authorization number, you should send us an unequivocal application for withdrawal through our Website or by mail or e-mail to our address indicated in Clause 1.1 above. In your application for withdrawal, please indicate your name, address, e-mail address and phone number as well as the time of delivery of the product. We will contact you to provide you with shipping information and additional details for return of the product where necessary. You are also asked to provide your bank account number where we should make the refund payment.
9.6. If you withdraw from the Agreement, you shall return the product to us immediately but not later than after 14 days as of making the application for withdrawal or deliver the product to us or a person indicated by us. You will bear the direct costs relating to the return of the product. We shall not return you the payments received from you until we have received the product, or you have supplied evidence of having sent the product back to us.
10. Use of materials
10.1. Our materials are offered for laboratory and manufacturing use only, unless otherwise stated on product labels. They are NOT intended for use as drugs, food additives, cosmetic, household chemicals, or other inappropriate applications.
11.1. The listing of a material in this catalogue does not constitute a license to, or a recommendation for, its use in infringement of any patent. We reserve the right to limit sales of products or not to sell products to unqualified customers.
11.2. Buyer shall indemnify Seller against all costs, claims, losses, expenses and damages incurred by Seller or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged infringement of patents, trademarks, copyright, design right or other intellectual property right occasioned by the importation, manufacture or sale of the products if made to the specification or special requirements of Buyer.
12. Personal data processing
13. Applicable law and place of jurisdiction
13.1. The Order, the Price Offer, the Agreement and the T&C shall be governed by the laws of the Republic of Estonia. This does not deprive the Consumer of the protection afforded to the Consumer by the mandatory rules of their state of residence.
13.2. If you have any questions or claims regarding the product, please contact us by phone, mail, e-mail or through the Website indicated in Clause 1.1 above.
13.3. Any dispute arising from any Order, Price Offer or Agreement shall be solved by means of amicable negotiations.
13.4. Any unsolved disputes between us and Traders shall be resolved in the courts of the Republic of Estonia, Harju County Court being the court of first instance.
13.5. A Consumer who is a resident of the Republic of Estonia may submit an application for resolving a dispute to the Consumer Disputes Committee or to an Estonian court. Information on the proceedings of the Consumer Disputes Committee can be found and an application can be submitted here. Resolution of a dispute by the Consumer Disputes Committee is free of charge. If the Consumer is not a resident of the Republic of Estonia, disputes can be solved with the help of relevant national contact point of the European Consumer Centre Network. A Consumer may file its complaint also by using the Online Dispute Resolution platform which is available here.